UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
December 10, 2014
HF FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware | 0-19972 | 46-0418532 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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225 South Main Avenue Sioux Falls, SD
(Address of principal executive offices) | 57104 (Zip Code) |
(605) 333-7556
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On December 10, 2014, HF Financial Corp. (the “Company”) and Jacobs Asset Management, L.L.C. (“JAM”), its largest shareholder, entered into an amendment to extend the term of the confidentiality agreement between the parties dated July 30, 2012 and amended on January 31, 2013 and December 17, 2013 (the “Confidentiality Agreement”). Under the Confidentiality Agreement, the Company agreed to provide JAM access to certain non-public, confidential or proprietary information about the Company and receive and consider JAM’s input on the financial services industry, market conditions and trends and the Company’s operational performance, opportunities and direction.
The Confidentiality Agreement and the amendments thereto are attached or referenced hereto as Exhibits 99.1-99.4 and are incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
99.1 Confidentiality Agreement between the Company and Jacobs Asset Management, L.L.C., dated July 30, 2012 (incorporated by reference to the Company’s Current Report on Form 8-K dated July 30, 2012 and filed with the SEC on July 31, 2012, file no. 003-44383).
99.2 Amendment to Confidentiality Agreement between the Company and Jacobs Asset Management, L.L.C., dated January 31, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2013, file no. 003-44383).
99.3 Amendment No. 2 to Confidentiality Agreement between the Company and Jacobs Asset Management, L.L.C., dated December 17, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2013, file no. 003-44383).
99.4 Amendment No. 3 to Confidentiality Agreement between the Company and Jacobs Asset Management, L.L.C., dated December 10, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| HF Financial Corp. (Registrant) |
Date: December 11, 2014 | By: /s/ Stephen M. Bianchi Stephen M. Bianchi, President and Chief Executive Officer (Duly Authorized Officer)
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Date: December 11, 2014 | By: /s/ Brent R. Olthoff Brent R. Olthoff, Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)
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AMENDMENT NO. 3 TO CONFIDENTIALITY AGREEMENT
This Amendment No. 3 to Confidentiality Agreement (this "Amendment") is executed on December 10, 2014 (the "Amendment Date"), by and between HF Financial Corp., a Delaware corporation (along with affiliates, the "Company") and Jacobs Asset Management, L.L.C. (the "Recipient" or "JAM").
RECITALS
The Company and JAM are parties to that certain Confidentiality Agreement dated as of July 30, 2012, as amended pursuant to an Amendment to Confidentiality Agreement, dated January 31, 2013 and an Amendment No. 2 to Confidentiality Agreement, dated December 17, 2013 (collectively, the "Agreement"). HFFC and JAM desire to amend the Agreement as set forth below.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows.
1.Extension of Term. Sections 4.1 is hereby deleted in its entirety and amended as follows:
Section 4.1 Term. Except as set forth in Article II, this Agreement shall terminate upon the earlier of (i) the Company's 2015 Annual Meeting of Shareholders or (ii) the Company's receipt of the notice required under the Company's bylaws from JAM or its affiliates required to nominate a director for election at a meeting of the Company's shareholders.
2. Entire Agreement. This Amendment supersedes all oral negotiations and prior and contemporaneous writings with respect to the subject matter hereof and is intended by the parties as the final, complete and exclusive expression of the terms and conditions agreed to by the parties. Except as expressly modified by this Amendment, the Agreement remains unchanged and in full force and effect.
3. Authority. Each person signing this Amendment represents and warrants that such person is duly authorized to sign this Amendment on behalf of the party for whom he or she signs without any further act or authorization and that he or she has the authority to bind such party to this Amendment.
IN WITNESS WHEREOF, the parties, by and through their respective duly authorized representatives, have executed this Amendment effective as of the Amendment Date.
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HF FINANCIAL CORP. | JACOBS ASSET MANAGEMENT, L.L.C. |
By: /s/ Michael Vekich
Printed Name: Michael Vekich
Title: Chairman |
By: /s/ Sy Jacobs
Printed Name: Sy Jacobs
Title: Managing Member |
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